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HomeMy WebLinkAbout11/22/2005 AGENDA MAPLEWOOD HOUSING AND REDEVELOPMENT AUTHORITY TUESDAY,November22,2005 7:00 P.M. CITY HALL MAPLEWOOD ROOM 1. Call to Order 2. Roll Call 3. Approval of Minutes a. July 13, 2004 4. Approval of Agenda 5. Communications a. Gladstone Redevelopment Plan Update 6. Unfinished Business None 7. New Business 7:00 Tax-Exempt Financing Request - Hill Murray School (2625 Larpenteur Avenue) 8. Date of Next Meeting(s) a. Joint meeting - December 19 9. Adjoumment MINUTES OF THE MAPLEWOOD HOUSING AND REDEVELOPMENT AUTHORITY 1830 COUNTY ROAD BEAST, MAPLEWOOD, MINNESOTA TUESDAY, NOVEMBER 22, 2005 7:00 P.M. CITY HALL CONFERENCE ROOM A I. CALL TO ORDER Chairperson Fischer called the meeting to order at 7:00 p.m. II. ROLL CALL Commissioner Tom Connelly Commissioner Lorraine Fischer Commissioner Joe O'Brien Commissioner Gary Pearson Commissioner Beth Ulrich Present Present Present Absent Present Staff Present: Ken Roberts, Planner Staff Absent: Lisa Kroll, Recording Secretary (was at the CORB meeting) III. APPROVAL OF MINUTES Approval of the HRA minutes for July 13, 2004. Chairperson Fischer had a correction to page 2, in the sixth paragraph, it should say Chairperson Fischer said originally the section 8 rules were such. Commissioner Connelly moved to approve the minutes as amended. Commissioner Ulrich seconded. Ayes - Connelly, Fischer, O'Brien, Ulrich The motion carried. IV. APPROVAL OF AGENDA Mr. Roberts said at the request of the attorney Mary Ippel from Briggs and Morgan she requested moving item number 7. New Business ahead of number 5. Communications due to another meeting Ms. Ippel has to attend this evening. Commissioner Connelly moved to approve the agenda as amended. Commissioner O'Brien seconded. Ayes - Connelly, Fischer, O'Brien, Ulrich The motion carried. Housing and Redevelopment Authority -2- Minutes of 11-22-05 v. NEW BUSINESS a. Tax-Exempt Financing Request - Hill Murray School (2625 Larpenteur Avenue) Mr. Roberts said the Hill Murray Foundation, on behalf of Hill-Murray School, is requesting that the city give approval for up to $3.5 million in tax-exempt revenue note refinancing. They would use this financing to buy the property the school sits on and to cover the costs of proposed capital projects to the existing building. Hill Murray is a catholic school for grades 7-12 located at 2625 Larpenteur Avenue. The applicant is requesting that the city approve this financing so the bond interest would be tax-exempt. The state and federal governments require local government approval of tax-exempt financing. Mr. Roberts said this request should meet the city's requirements for tax-exempt financing. Maplewood will not be liable for this financing. The proposed repairs and future improvements should make the building much more usable for the students and staff. Mr. Roberts said although he did not list this is a public hearing in the report this is a public hearing and it should be opened up to the public. Commissioner O'Brien asked who the current owner of the land is? Mr. Joseph Peschges, President, Hill Murray addressed the HRA. Mr. Peschges said The Sisters of St. Paul's Monastery owned 59% of the and The Archdiocese owned 41 % of the land but The Archdiocese gifted its 41 % of the land in order to purchase the 59% of the land from The Sisters of St. Paul's Monastery. Commissioner O'Brien asked what percentage the financing is at? Ms. Jackie Lamonica, Finance Director, addressed the commission. Ms. Lamonica said the finance rate is at 3%. Mary Ippel, Briggs and Morgan, City Bond Counsel, 2200 First National Bank Building, 332 Minnesota Street, St. Paul, addressed the commission. Ms. Ippel said she is here to answer any questions the commission may have. Chairperson Fischer asked if Hill Murray is still in conversation with the many interests for the land north of the Priory? Mr. Peschges said yes. There are other parties interested in the land that would like to turn the land into a bus terminal. Hill Murray would like the land turned into something else. Everybody has a different idea of what the land should be used for. Chairperson Fischer said since this is a public hearing is there anyone that would like to speak regarding this proposal? Nobody came forward to speak about the proposal. Ms. Lamonica asked Mr. Roberts if the staff report could be altered to read approval for up to $3.4 million rather than the $3.5 million stated in the staff report? Housing and Redevelopment Authority -3- Minutes of 11-22-05 Mr. Roberts said yes, that correction will be made. Commissioner O'Brien moved to approve the attached resolution starting on page seven of the staff report. This approves Maplewood giving approval for up to $3.4 million in tax-exempt revenue financing for Hill-Murray School at 2625 Larpenteur Avenue. Commissioner Ulrich seconded. Ayes - Connelly, Fischer, O'Brien, Ulrich The motion passed. Extract of Minutes of a Meeting of the Board of Commissioners of the Housing and Redevelopment Authority of the City of Maplewood Pursuant to due call and notice thereof, a regular meeting of the Board of Commissioners of the Housing and Redevelopment Authority of the City of Maplewood, Minnesota was duly held at Maplewood City Hall on Tuesday, November 22, 2005, at 7:00 o'clock P.M. The following commissioners were present: and the following were absent: During said meeting Commissioner O'Brien introduced the following resolution and moved its adoption: RESOLUTION NO. RESOLUTION APPROVING THE ISSUANCE AND SALE OF THE EDUCATIONAL FACILITIES REVENUE NOTE, SERIES 2005 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATING THERETO (HILL MURRAY SCHOOL PROJECT) The motion for the adoption of the foregoing resolution was duly seconded by Commissioner Ulrich, and after full discussion thereof and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: where upon said resolution was declared duly passed and adopted. Housing and Redevelopment Authority -4- Minutes of 11-22-05 RESOLUTION APPROVING THE ISSUANCE AND SALE OF THE EDUCATIONAL FACILITIES REVENUE NOTE, SERIES 2005 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATING THERETO (HILL MURRAY SCHOOL PROJECT) WHEREAS, (a) Minnesota Statutes, Chapter 469.152 to 469.1651 (the "Act") as found and determined by the legislature is to promote the welfare of the state by the active attraction and encouragement and development of economically sound industry and commerce to prevent so far as possible the emergence of blighted and marginal lands and areas of chronic unemployment; (b) Factors necessitating the active promotion and development of economically sound industry and commerce are the increasing concentration of population in the metropolitan areas and the rapidly rising increase in the amount and cost of governmental services required to meet the needs of the increased population and the need for development of land use which will provide an adequate tax base to finance these increased costs and access to education and employment opportunities for such population; (c) The HRA desires to facilitate the selective development of the community, promote education for children, retain and improve the tax base and help to provide the range of services and employment opportunities required by the population; and the Project will assist the HRA in achieving those objectives and will enhance the image and reputation of the community; (d) The Housing and Redevelopment Authority of the City of Maplewood, Minnesota (the "HRA") has received from Hill Murray Foundation, a Minnesota nonprofit corporation (the "Borrower"), a proposal that HRA assist in financing a Project hereinafter described, through the issuance of its Educational Facilities Revenue Note (Hill Murray School Project), Series 2005 (the "Note" or the "Revenue Note"), pursuant to the Act; (e) The Borrower is currently engaged in the business of educating pre-kindergarten through high school students. The project (the "Project") to be financed by the Revenue Note is the acquisition of approximately 40 acres of land which is the current site of the Hill-Murray School campus along with an additional 4 acres of land located at 2625 Larpenteur Avenue East in the City of Maplewood, Minnesota (the "City"). The Project will be owned by the Borrower and leased to Hill- Murray School, a Minnesota nonprofit corporation (the "School"); (f) The HRA has been advised by representatives ofthe Borrower that conventional, commercial financing to pay the capital cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Project would be significantly reduced, but the Borrower has also advised the HRA that with the aid of municipal financing, and its resulting low borrowing cost, the Project is economically more feasible; Housing and Redevelopment Authority -5- Minutes of 11-22-05 (g) On the basis of information available to the HRA it appears, and the HRA hereby finds, that the Project constitutes properties, real and personal, used or useful in connection with a revenue producing enterprise within the meaning of Subdivision 2(b) of Section 469.153 of the Act; that the availability of the financing under the Act and the willingness of the HRA to furnish such financing will be a substantial inducement to the Borrower to undertake the Project; and that the effect of the Project, if undertaken, will be to help prevent the movement of talented and educated persons out of the state and to areas within the State where their services may not be as effectively used. (h) As required by the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), the HRA has, on this date, held a public hearing on the issuance of one or more revenue notes to finance the Project. (i) No public official of the HRA has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project. BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Maplewood, Minnesota (the "HRA"), as follows: SECTION 1. LEGAL AUTHORIZATION AND FINDINGS. 1.1 FindinQs. The HRA hereby finds, determines and declares as follows: (a) The HRA is a political subdivision of the State of Minnesota and is authorized under the Act to assist the revenue producing project herein referred to, and to issue and sell the Note, as hereinafter defined, for the purpose, in the manner and upon the terms and conditions set forth in the Act and in this Resolution. (b) The issuance and sale of the Note by the HRA, pursuant to the Act, is in the best interest of the HRA, and the HRA hereby determines to issue the Note and to sell the Note to Premier Bank (the "Lender"), as provided herein. The HRA will loan the proceeds of the Note (the "Loan") to the Borrower to finance the Project. (c) Pursuant to a Loan Agreement (the "Loan Agreement") to be entered into between the HRA and the Borrower, the Borrower has agreed to repay the Note in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Note. In addition, the Loan Agreement contains provisions relating to the Project, indemnification, insurance, and other agreements and covenants which are required or permitted by the Act and which the HRA and the Borrower deem necessary or desirable for the financing of the Project. A draft of the Loan Agreement has been submitted to the Board of Commissioners. (d) Pursuant to a Pledge Agreement (the "Pledge Agreement") to be entered into between the HRA and the Lender, the HRA has pledged and granted a security interest in all of its rights, title, and interest in the Loan Agreement to the Lender (except for certain rights of indemnification and to reimbursement for certain costs and expenses). A draft of the Pledge Agreement has been submitted to the Board of Commissioners. (e) The proceeds of the Note may be disbursed to the Borrower for the acquisition of the Project pursuant to a Disbursing Agreement (the "Disbursing Agreement") to be entered into between the Lender, a disbursing agent and the Borrower. The HRA would not be a party to any Disbursing Agreement. Housing and Redevelopment Authority -6- Minutes of 11-22-05 (I) Pursuant to a Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage") to be executed by the Borrower in favor of the Lender, the Borrower will secure payment of amounts due under the Loan Agreement and Note by granting to the Lender a mortgage and security interest in the property described therein. The HRA is not a party to the Mortgage. (g) The Note will be a special limited obligation of the HRA. The Note shall not be payable from or charged upon any funds other than the revenues pledged to the payment thereof, nor shall the HRA be subject to any liability thereon. No holder of the Note shall ever have the right to compel any exercise of the taxing power of the City or the HRA to pay the Note or the interest thereon, nor to enforce payment thereof against any property of the City or the HRA. The Note shall not constitute a debt of the City or the HRA within the meaning of any constitutional or statutory limitation. (h) It is desirable, feasible and consistent with the objects and purposes of the Act to issue the Note, for the purpose of financing the Project. SECTION 2. THE NOTE. 2.1 Authorized Amount and Form of Note. The Note issued pursuant to this Resolution shall be in substantially the form submitted to the HRA with such appropriate variations, omissions and insertions as are permitted or required by this Resolution, and in accordance with the further provisions hereof; and the total aggregate principal amount of the Note that may be outstanding hereunder is expressly limited to $3,400,000, unless a duplicate Note is issued pursuant to Section 2.7. The Note shall bear interest at an initial rate set forth therein and the interest rate on the Note may be adjusted periodically as provided therein. 2.2 The Note. The offer of the Lender to purchase the Note at a purchase price of $3,400,000 is hereby accepted. The Note shall be dated as of the date of delivery to the Lender, shall be payable at the times and in the manner, shall bear interest at the rate, and shall be subject to such other terms and conditions as are set forth therein. 2.3 Execution. The Note shall be executed on behalf of the HRA by the signatures of its Chair and Secretary and shall be sealed with the seal of the HRA; provided that the seal may be intentionally omitted as provided by law. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if had remained in office until delivery. In the event of the absence or disability of the Chairorthe Secretary such officers of the HRA as, in the opinion of the HRA Attorney, may act in their behalf, shall without further act or authorization of the Board of Commissioners execute and deliver the Note. 2.4 Delivery of Initial Note. Before delivery of the Note there shall be filed with the Lender (except to the extent waived by the Lender) the following items: (1) an executed copy of each of the following documents: (a) the Loan Agreement; (b) the Pledge Agreement; Housing and Redevelopment Authority -7- Minutes of 11-22-05 (2) Counsel; an opinion of Counsel for the Borrower as prescribed by the Lender and Bond (3) the opinion of Bond Counsel as to the validity and tax exempt status of the Note; (4) a 501 (c)(3) determination letterfrom the Internal Revenue Service evidencing that the Borrower is exempt from income taxation under Section 501 (c)(3) of the Code; (5) such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (3) above or that the Lender may reasonably require for the closing. 2.5 Disposition of Note Proceeds. Upon delivery of the Note to the Lender, the Lender shall, on behalf of the HRA, disburse the proceeds of the Note for payment of Project Costs in accordance with the terms of the Loan Agreement and any Disbursing Agreement. 2.6 Reoistration of Transfer. The HRA will cause to be kept at the office of the HRA Secretary a Note Register in which, subject to such reasonable regulations as it may prescribe, the HRA shall provide for the registration of transfers of ownership of the Note. The Note shall be initially registered in the name of the Lender and shall be transferable upon the Note Register by the Lender in person or by its agent duly authorized in writing, upon surrender of the Note together with a written instrument of transfer satisfactory to the HRA Secretary, duly executed by the Lender or its duly authorized agent. The following form of assignment shall be sufficient for said purpose. For value received hereby sells, assigns and transfers unto the within Note of the Housing and Redevelopment Authority of the City of Maplewood, Minnesota, and does hereby irrevocably constitute and appoint attorney to transfer said Note on the books of said HRA with full power of substitution in the premises. The undersigned certifies that the transfer is made in accordance with the provisions of Section 2.9 of the Resolution authorizing the issuance of the Note. Dated: Registered Owner Upon such transfer the HRA Secretary shall note the date of registration and the name and address of the new Lender in the Note Register and in the registration blank appearing on the Note. 2.7 Mutilated. Lost or Destroved Note. In case any Note issued hereunder shall become mutilated or be destroyed or lost, the HRA shall, if not then prohibited by law, cause to be executed and delivered, a new Note of like outstanding principal amount, number and tenor in exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in substitution for such Note destroyed or lost, upon the Lender's paying the reasonable expenses and charges of the HRA in connection therewith, and in the case of a Note destroyed or lost, the filing with the HRA of evidence satisfactory to the HRA with indemnity satisfactory to it. If the mutilated, destroyed or lost Note has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Note prior to payment. Housing and Redevelopment Authority -8- Minutes of 11-22-05 2.8 Ownership of Note. The HRA may deem and treat the person in whose name the Note is last registered in the Note Register and by notation on the Note whether or not such Note shall be overdue, as the absolute owner of such Note for the purpose of receiving payment of or on account of the Principal Balance, redemption price or interest and for all other purposes whatsoever, and the HRA shall not be affected by any notice to the contrary. 2.9 Limitation on Note Transfers. The Note has been issued without registration under state or other securities laws, pursuant to an exemption for such issuance; and accordingly the Note may not be assigned or transferred in whole or part, nor may a participation interest in the Note be given pursuant to any participation agreement, except (i) in amounts not less than $100,000, (ii) to not more than 35 persons each of whom have knowledge and experience in financial business matters and that are capable of evaluating the merits and rules of the investment in the Note and are not purchasing for more than one account or with a view to distributing the Note or their interest therein. Any such sale, assignment or participation shall also be (i) in full good faith compliance with all securities registration, broker, anti-fraud and other provisions of the applicable state and federal laws, (ii) with full and accurate disclosure of all material facts to the prospective purchaser(s) ortransferee(s), and (iii) under effective federal and state registration statements (which neither the HRA nor the Borrower shall in any way be obligated to provide) or under exemptions from such registrations. 2.10 Issuance of New Notes. Subject to the provisions of Section 2.9, the HRA shall, at the request and expense of the Lender, issue new notes, in aggregate outstanding principal amount equal to that of the Note surrendered, and of like tenor except as to number, principal amount, and the amount of the monthly installments payable there under, and registered in the name of the Lender or such transferee as may be designated by the Lender. SECTION 3. MISCELLANEOUS. 3.1 Severabilitv. If any provision ofthis Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of anyone or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not affect the remaining portions of this Resolution or any part thereof. 3.2 Authentication of Transcript. The officers of the HRA are directed to furnish to Bond Counsel certified copies of this Resolution and all documents referred to herein, and affidavits or certificates as to all other matters which are reasonably necessary to evidence the validity of the Note. All such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute recitals of the HRA as to the correctness of all statements contained therein. 3.3 Authorization to Execute Aqreements. The forms of the proposed Loan Agreement and the Pledge Agreement are hereby approved in substantially the form heretofore presented to the Board of Commissioners, together with such additional details therein as may be necessary and appropriate and such modifications thereof, deletions there from and additions thereto as may be necessary and appropriate and approved by Bond Counsel prior to the execution of the documents, and the Chair and Secretary of the HRA are authorized to execute the Loan Agreement and the Pledge Agreement and such other documents as Bond Counsel consider appropriate in connection Housing and Redevelopment Authority -9- Minutes of 11-22-05 with the issuance of the Note in the name of and on behalf of the HRA. In the event of the absence or disability of the Chair or the Secretary such officers of the HRA as, in the opinion of the HRA Attorney, may act in their behalf, shall without further act or authorization of the Board of Commissioners do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. The execution of any instrument by the appropriate officer or officers of the HRA herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. 3.4 Qualified Tax Exempt Obliqation. In order to qualify the Note as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), the HRA hereby makes the following factual statements and representations; (a) Code; the Note is not treated as a "private activity bond" under Section 265(b )(3) of the (b) the HRA hereby designates the Note as a qualified tax-exempt obligation for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(C) of the Code) which will be issued by the HRA (and all entities whose obligations will be aggregated with those of the HRA) during the calendar year 2005 will not exceed $10,000,000; (d) not more than $10,000,000 of obligations issued by the HRA during the calendar year 2005 have been designated for purposes of Section 265(b)(3) of the Code; and (e) the aggregate face amount of the Note does not exceed $10,000,000. Adopted by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Maplewood, Minnesota, this 22nd day of November, 2005. Chair ATTEST: Secretary Housing and Redevelopment Authority -10- Minutes of 11-22-05 STATE OF MINNESOTA COUNTY OF RAMSEY HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF MAPLEWOOD I, the undersigned, being the duly qualified and acting Secretary of the Housing and Redevelopment Authority of the City of Maplewood, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the Board of Commissioners duly called and held on the date therein indicated, insofar as such minutes relate to a resolution authorizing the issuance of a revenue note. WITNESS my hand this _ day of November, 2005. Secretary Ms. Ippel said the resolution needs to go to the city council on December 12, 2005. VI. UNFINISHED BUSINESS None. VII. COMMUNICATIONS a. Gladstone Redevelopment Plan Update Mr. Roberts distributed the draft Gladstone Redevelopment Plan to the members ofthe HRA. He asked the HRA members to review the information and bring any questions to the joint meeting on Monday, December 19, 2005. Mr. Roberts asked if Joe O'Brien was still a member of the Gladstone Redevelopment Task Force? Mr. O'Brien said yes. He said he has been attending the Gladstone Redevelopment Task Force meetings. VIII. DATE OF NEXT MEETING a. Joint Meeting - December 19, 2005. Mr. Roberts told HRA members there will be a joint meeting on Monday, December 19, 2005, at 6:00 p.m. in the city council chambers between the HRA, CDRB, PC, and others to discuss the Gladstone Redevelopment Plan. IX. ADJOURNMENT Chairperson Fischer adjourned the meeting at 7:50 p.m.